United States District Court, S.D. Florida
ORDER ON MOTION TO DISMISS
CAUSE is before the Court upon Defendant Polaris
Sales, Inc.'s (“Defendant”) Motion to Dismiss
First Amended Complaint, ECF No.  (“Motion”).
The Court has carefully reviewed the Motion, all opposing and
supporting materials, the record in this case, the applicable
law, the arguments made by the parties at the hearing held on
January 19, 2018 and is otherwise fully advised. For the
reasons set forth below, the Motion is
Broward Motor Sports of Palm Beach, LLC
(“Plaintiff”), filed a four-count First Amended
Complaint (“FAC”) against Defendant asserting
claims for fraudulent concealment in Count 1, fraudulent
inducement in Count 2, violation of Florida's Deceptive
and Unfair Trade Practices Act (“FDUTPA”) in
Count 3, and breach of the implied covenant of good faith and
fair dealing in Count 4. See ECF No. . Plaintiff
is a dealer of motor vehicles while Defendant is a
manufacturer of motor vehicles including the line of Victory
Motorcycles at issue in this lawsuit. Id. at ¶
6. According to the FAC, Plaintiff entered into an asset
purchase agreement with non-party TTB Enterprises, Inc.
(“TTB”) for the purchase of its assets, including
a franchise dealership/license agreement between Defendant
and TTB. Id. at ¶ 7. The asset purchase
agreement was conditioned upon, in part, Defendant's
written approval allowing Plaintiff to act as its licensed
franchise dealer. Id. On November 14, 2016,
Defendant notified the Florida Division of Motor Vehicles
(“DMV”) that it approved of Plaintiff as a new
dealer of its Victory Motorcycles line. Id. at
¶ 9. The FAC also alleges that as early as November 14,
2016, Defendant knew it would be terminating the Victory
Motorcycles line within the next two months. Id. at
¶ 8. Thereafter, on December 8, 2016, Defendant and
Plaintiff entered into the Polaris Dealer Agreement, which
authorized Plaintiff to act as a dealer of the Victory
Motorcycles line from July 1, 2016 until June 30, 2017 (the
“2016-2017 Dealer Agreement”). Id. at
¶10. And, on the next day, Defendant sent Plaintiff a
letter that stated, in part, as follows:
Congratulations! Your application has been approved and you
are set up as a new Polaris dealer for ATV, SXS (Collectively
ORV), Slingshot, Victory, Brutus & GEM. . . .
We look forward to a long and profitable relationship.
Welcome to the Polaris family of dealers!
See ECF No. [20-2].
days later, on December 13, 2016, Plaintiff closed on its
asset purchase agreement with TTB and acquired its rights to
sell the Victory Motorcycles line. Id. at ¶ 12.
Approximately three months later, on March 9, 2017, Defendant
sent Plaintiff a letter indicating it would be winding down
and terminating the Victory Motorcycles line and would not
renew the dealership agreement for that particular line in
July of 2018. See ECF No. [20-3]. Two months later,
on May 18, 2017, Plaintiff and Defendant entered into the
2017-2018 Dealer Agreement for the Victory Motorcycles line,
which had a term of July 1, 2017 to June 30, 2018.
See ECF No. [20-4].
this background in mind, Plaintiff alleges claims for
fraudulent concealment and fraudulent inducement. Both claims
are premised upon Florida Statute § 320.641, which
provides that “[f]ranchise agreements are deemed to be
continuing, unless the applicant or licensee has notified the
department of the discontinuation of, cancellation of,
failure to renew, modification of, or replacement of the
agreement of any of its motor vehicle dealers.”
See ECF No.  at ¶ 18. According to the FAC,
this statutory language was grafted onto the 2016-2017 Dealer
Agreement and overwrites any non-renewal language within the
agreement. Id. at ¶ 19. On this basis,
Plaintiff alleges that, at the time it entered into the
2016-2017 Dealer Agreement, it relied upon the protection of
this statute, Defendant's written and verbal
representations that it was looking forward to a “long
and profitable relationship, ” and the ability to renew
the dealership agreement to sell the Victory Motorcycles line
beyond June 30, 2018. Id. at ¶ 20. Specific to
the fraudulent concealment count, Plaintiff alleges that
Defendant knew it would not renew its dealership rights
beyond June 30, 2018, that it had a duty to disclose that
information to Plaintiff, and that it instead concealed that
information. Id. at ¶¶ 21-23. As to
fraudulent inducement, the FAC alleges that Defendant's
representations about the long and profitable relationship
were untrue as it did not intend to renew Plaintiff's
dealership rights to sell and service Victory Motorcycles
beyond June 30, 2018. Id. at ¶ 29. In Count 3,
Plaintiff asserts a claim for a statutory violation of
FDUTPA, invoking Florida Statute § 501.204(1), which
makes it unlawful to engage in any unfair or deceptive acts
or practices in the conduct of any trade or commerce.
Id. at ¶ 35. According to the FAC,
Defendant's failure to disclose that it would not renew
the dealership agreement for Victory Motorcycles after June
30, 2018 was a deceptive and unfair trade practice.
Id. at ¶ 37.
response to the FAC, Defendant filed a Motion to Dismiss all
counts with prejudice. See ECF No. . Plaintiff
filed a Response opposing dismissal of Counts 1, 2, and 3 but
agreeing to withdraw Count 4. See ECF No. .
Defendant filed a timely Reply. See ECF No. .
The Court thereafter held oral argument and the Motion is now
ripe for adjudication.
pleading in a civil action must contain “a short and
plain statement of the claim showing that the pleader is
entitled to relief.” Fed.R.Civ.P. 8(a)(2). Although a
complaint “does not need detailed factual allegations,
” it must provide “more than labels and
conclusions, and a formulaic recitation of the elements of a
cause of action will not do.” Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555 (2007); see Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (explaining that Rule
8(a)(2)'s pleading standard “demands more than an
accusation”). Nor can a complaint rest on
“‘naked assertion[s]' devoid of
‘further factual enhancement.'”
Iqbal, 556 U.S. at 678 (quoting Twombly,
550 U.S. at 557 (alteration in original)).
reviewing a motion under Rule 12(b)(6), a court, as a general
rule, must accept the plaintiff's allegations as true and
evaluate all plausible inferences derived from those facts in
favor of the plaintiff. See Miccosukee Tribe of Indians
of Fla. v. S. Everglades Restoration Alliance, 304 F.3d
1076, 1084 (11th Cir. 2002); AXA Equitable Life Ins. Co.
v. Infinity Fin. Grp., LLC, 608 F.Supp.2d 1349, 1353
(S.D. Fla. 2009). However, this tenet does not apply to legal
conclusions, and courts “are not bound to accept as
true a legal conclusion couched as a factual
allegation.” Twombly, 550 U.S. at 555; see
Iqbal, 556 U.S. at 678; Thaeter v. Palm Beach Cty.
Sheriff's Office, 449 F.3d 1342, 1352 (11th Cir.
2006). Moreover, “courts may infer from the factual
allegations in the complaint ‘obvious alternative
explanations, ' which suggest lawful conduct rather than
the unlawful conduct the plaintiff would ask the court to
infer.” Am. Dental Ass'n v. Cigna Corp.,
605 F.3d 1283, 1290 (11th Cir. 2010) (quoting Iqbal,
556 U.S. at 682). A court considering a Rule 12(b) motion is
generally limited to the facts contained in the complaint and
attached exhibits, including documents referred to in the
complaint that are central to the claim. See Wilchombe v.
TeeVee Toons, Inc., 555 F.3d 949, 959 (11th Cir. 2009);
Maxcess, Inc. v. Lucent Techs., Inc., 433 F.3d 1337,
1340 (11th Cir. 2005) (“[A] document outside the four
corners of the complaint may still be considered if it is
central to the plaintiff's claims and is undisputed in
terms of authenticity.”) (citing Horsley v.
Feldt, 304 F.3d 1125, 1135 (11th Cir. 2002)).
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